CITY OF GARDEN GROVE
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2024, by the CITY OF GARDEN GROVE, a municipal corporation, ("CITY") and Mindcentric, Inc., herein after referred to as “CONTRACTOR”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove Council Resolution No. 9212-14 (January 28, 2014).
2. CITY desires to utilize the services of CONTRACTOR to provide Zimbra Migration, Upgrade and Hosting Services per RFP S-1339.
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination The initial term of the agreement shall be from November 12, 2024 through November 11, 2026, with an option to extend said agreement for an additional three (3) years. Optional years shall be exercised one (1) fiscal year at a time, at the sole option of the CITY. This agreement may be terminated by the CITY without cause. This agreement may be terminated by the CITY without cause . In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with Proposal Pricing (Attachment “B ”). Contractor is required to present evidence to sup port performed work completion.
2. Services to be Provided. The services to be performed by CONTRACTOR shall consist of tasks as set forth in the Proposal. Th e Proposal is attached as Attachment A, and is incorporated herein by reference. The Proposal and this Agreement do not guarantee any specific amount of work.
3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Total Compensation under this agreement shall not exceed (NTE) amount of Sixty Thousand Six Hundred Dollars ($60,600.00), payable on a monthly basis in the amount of ($2,525.00), for the first 24 months, in arrears and in accordance with RFP S-1339 and Proposal Pricing (Attachment “B”).
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311
3.2 Payment. For work under this Agreement, payment shall be made per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly delayed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in Proposal Pricing (Attachment “B”).
3.3 Records of Expenses. CONTRACTOR shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to CITY.
3.4 Termination. CITY and CONTRACTOR shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.
4. Insurance requirements.
4.1 COMMENCEMENT OF WORK. CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the p art of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the City.
4.2 WORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 INSURANCE AMOUNTS . CONTRACTOR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount of $1,000,000.00 per occurrence (claims made and modified occurrence
policies are not acceptable); Insurance companies must
be acceptable to CITY and have a Best’s Guide Rating of A- , Class VII or better, as approved by the CITY.
(b) Automobile liability in an amount of $1 ,000,000.00 combined single limit (claims made and modified
occurrence policies are not acceptable); Insurance
companies must be acceptable to CITY and have a Best’s Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311 Guide Rating of A-, Class VII or better, as approved by the CITY.
(c) Professional liability, which includes Cyber Liability Coverage, in an amount not less than $1,000,000.
Insurance companies must be admitted and licensed In
California and have a Best’s Guide Rating of A-,Class VII or better, as approved by the City. If the policy is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of the
agreement, and for a period of three (3) years from the date of the completion of services provided. In the event of termination, cancellation, or material change in the policy, professional/consultant shall obtain continuing insurance coverage for the prior acts or omissions of
professional/consultant during the course of performing services under the term of the agreement. The coverage shall be evidenced either by a new policy evidencing no gap in coverage, or by obtaining separate extended “tail”
coverage with the present or new carrier.
An On-Going and Completed Operations Addi tional Insured Endorsement for the policy under section 4.3 (a) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, it’s officers, off icials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (c) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds under the excess liability policy.
CONTRACTOR shall provide to CITY proof of insurance stating the excess liability policy follows form, additional insured endorsement forms, and the schedule of underlying policies with policy numbers that conform to CITY’s requirements, as approved by the CITY. Information for the excess policy only needs to be provided if the underlying policies do not meet the policy limits set forth herein.
For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311 officials, employees, agents, and volunteers. Any insurance or self - insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
If CONTRACTOR maintains higher insurance limits than the minimums Shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR.
5. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount which may become due to CONTRACTOR.
6. Non-Discrimination. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. Independent Contractor. It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. Compliance with Law. CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
CONTRACTOR shall comply with, and shall be responsible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply with, all applicable federal and state labor sta ndards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. The City makes no warranty or representation concerning whether any of the wo rk performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
9. Notices. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
a. (Contractor)
Mindcentric, Inc.
Attention: Sean Washington, VP of Sales
2880 Bicentennial Parkway. Suite 100 PMB 119
Henderson, NV 89044
b. (Address of CITY) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
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10. CONTRACTOR'S PROPOSAL. This Agreement shall include CONTRACTOR'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
11. Licenses, Permits, and Fees. At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work. By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement.
Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, except at CONTRACTOR'S risk, until written instructions are received from CITY.
13. Time of Essence. Time is of the essence in the performance of this Agreement.
14. Limitations Upon Subcontracting and Assignment . The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement.
CONTRACTOR shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
15. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
16. Indemnification. To the fullest extent permitted by law, CONTRACTOR shall defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any pers on, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of CONTRACTOR, CONTRACTOR'S agents, officers, employees, subcontractors, or independent contractors hired by CONTRACTOR in the performance of the Agreement. The only exception to CONTRACTOR'S Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311 responsibility to protect, defend, and hold harmless CITY, is due to the sole negligence, recklessness and/or wrongful conduct of CITY, or any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR.
17. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY. \ \ \ \
(Agreement Signature Block on Next Page)
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311 IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________ "CITY"
CITY OF GARDEN GROVE
By: ___________________________
City Manager
ATTESTED:
____________________________
City Clerk
Date: _______________________
"CONTRACTOR"
Mindcentric, Inc.
By: ___________________________
Name:__________________________
Title:___________________________
Date: __________________________
Tax ID No. ______________________
Contractor’s License: _____________
Expiration Date:_________________
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.
APPROVED AS TO FORM:
____________________________
Garden Grove City Attorney
________________________
Date
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311 ATTACHMENT “A”
SCOPE OF SERVICES
RFP No. S-1339
(PAGE 1 of 2)
Provide Zimbra Migration, Upgrade and Hosting Services
The City of Garden Grove is seeking proposals from qualified vendors to provide Zimbra migration, upgrade and hosting. The City is considering having Zimbra professionally hosted, running the latest GA version of Zimbra 10 with the hosting provider patching and providing updates, backups, and high availability.
Existing Software and Hardware Platform:
The City currently hosts its own email on -site using Zimbra servers using separate VM’s for zimbra -ldap, zimbra -proxy, and zimbra -store. Current Zimbra license expires on November 16, 2025.
Account limit: 900 users
Number of accounts in use: 847*
Zimbra version 8.8.15 GA
Zimbra store amount Approximately 7TB
*as of 8/21/2024
Requirements:
1. Migration from City’s on-premise VMs to hosted environment
2. Upgrade to Zimbra 10 or higher
3. Full administrative control with restricted IP access to the Administrative Console and SSH command line of the Zimbra host
4. Integrate the Zimbra host OS with City’s OpenLDAP for Authentication (username, password)
5. Optionally direct outbound email to City’s email gateway for DLAP (Data Loss Prevention)
6. Optional Malware and spam filtering (City currently uses hosted filtering for inbound by AppRiver)
7. Allow City to Brand Web Interface, similar to https://zimbra.ggcity.org
Other Requirements:
1. Email archiving for legal discovery, needs to be able to migrate with existing Datacove solution
Proposal Requirements
● Provide Response times-SLAs and Uptime-SLAs
● Provide relevant certifications of company or key personnel. ● Descriptions of security controls including supply chain. ● Cost of services for an option of 1 or 2 years
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311 ATTACHMENT “A”
SCOPE OF SERVICES
RFP No. S-1339
(PAGE 2 of 2)
Staff Qualifications/Resumes
Please include resumes for all staff that will be assigned to work with the City of Garden Grove. Resumes must include any relevant certifications, years of experience and work experience as it relates to this project.
Please discuss and include any staff clearance procedures performed by your company such as background checks and verifi cation of citizenship in the United States.
Proposers Qualifications:
● Provide at least three (3) customer references, preferably Public Sector.
References should be current and preferably demonstrate Zimbra systems with over 1,000 email accounts.
● Proposer must be an authorized Zimbra provider and provide proof at the time the proposal is submitted
Proposal Pricing/ Attachment “B”:
Please submit the Proposal Pricing as a “General Attachment” on the City’s Planet Bid’s portal as seen below. PLEASE LABEL IT AS “ATTACHMENT B:
PROPOSAL PRICING or your proposal may be deemed as Non-Responsive.
Proposal Pricing must be all inclusive which addresses all aspects needed to provide the services mentioned in the Scope of Services. Please include any optional services in the proposal as well. The City will have the option of selecting optional services in the awarded contract based on budget availability and necessity. Partial proposals for specific services only will not be accepted and will be deemed as Non -Responsive. The City’s intent is to award one contract for all required services to the proposer who meets all requirements and offers the best solution for this project.
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311
CONFIDENTIAL
Attachment B: Proposal Pricing:
Cost of services for an option of 1 or 2-years
12 Month Term
Line Item Quantity Monthly Fee Total Monthly
Fees Set-Up Fees
Cloud Infrastructure:
• 24vCPU/80GB RAM/10TB
• Hyper-V (Hypervisor)
• 4X Ubuntu (OS) Guest Hosts
• 4X Veeam Licenses
• PRTG Monitoring
• 24x7x365 NOC
1 $1,100 $1,100.00 -
Local Back-Ups /TB 10 $20.00 $200.00 -
Second Site, Immutable Back-Ups /TB 10 $20.00 $200.00 - Zimbra Network Edition Support* 900 $1.50 $1,350.00 -
Total $2,850.00 $0
24 Month Term
Line Item Quantity Monthly Fee Total Monthly
Fees Set-Up Fees
Cloud Infrastructure:
• 24vCPU/80GB RAM/10TB
• Hyper-V (Hypervisor)
• 4X Ubuntu (OS) Guest Hosts
• 4X Veeam Licenses
• PRTG Monitoring
• 24x7x365 NOC
1 $1,000 $1,000.00 -
Local Back-Ups /TB 10 $20.00 $200.00 -
Second Site, Immutable Back-Ups /TB 10 $20.00 $200.00 - Zimbra Network Edition Support* 900 $1.25 $1,125.00 -
Total $2,525.00 $0
*These models assume that the Client will bring their own licenses. Mindcentric can resell the licensing in a SPLA/Monthly manner if the Client ever wished to roll it into the solution. The cost for “Managed Zimbra Professional Edition” would cost $3.30/user and would include “Zimbra Network Edition Support.”
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311
CONFIDENTIAL
Statement of Work:
Mindcentric will Migrate City of Garden Grove’s Zimbra environment to a dedicated compute environment that we will host at Switch Las Vegas. The environment will live in an HA environment that will have local back-ups, a second immutable copy hosted off-site (Reno Data Center).
Mindcentic proposes that we lift and shift the legacy environment to our infrastructure and continue using legacy/invested software licensing until they expire. Once expired, Mindcentric can provide Cloud Service Provider licensing for the latest version. Mindcentric will upgrade the client to the desired version for no additional costs.
Infrastructure Required for Hosting:
• 1X LDAP Server 2vCPU/8GB RAM
• 1X MTA/Proxy Server – 4vCPU/12GB RAM
• 2X Zimbra Store – 8vCPU/24GB of RAM
• Total Production Compute Environment = 24vCPU/80GB RAM/10TB
Mindcentric will work with the client to integrate 3rd party tools such as SPAM Filtering, Legal hold and discovery and the Client’s LDAP system.
Mindcentric will manage the hosting Infrastructure including the Physical Servers, Hypervisor, guest OS and the application. Mindcentric will provide root access to the Zimbra environment and support a co-managed environment.
Mindcentric will provide managed back-ups of the client’s data including a local copy and an immutable 3rd copy, hosted outside of the network.
The proposal is an all-inclusive managed hosting engagement that will not incur any additional fees assuming the scope is defined within this RFP.
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311
CONFIDENTIAL
Staff Qualifications/Resumes
• Please include resumes for all staff that will be assigned to work with the City of Garden Grove. Resumes must include any relevant certifications, years of experience and work experience as it relates to this project.
o Mindcentric does not provide the resumes of our employees. We can share some specifics that are related to Zimbra:
▪ (2) System Architects with 30 Years Combined Experience with Hosting Zimbra ▪ Staff of 10 Support technicians that are specifically trained and authorized to work on Zimbra Systems. The average tenure for employment is 7 years. ▪ Our team also manages critical infrastructure for many state/municipality organizations. Our practice also extends beyond Zimbra to critical systems for both small business and the enterprise.
• Please discuss and include any staff clearance procedures performed by your company such as background checks and verification of citizenship in the United States. o Mindcentric performs background checks, and drug screens on all employees and validates that they are all US Citizens.
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311
CONFIDENTIAL
Proposers Qualifications:
Provide at least three (3) customer references, preferably Public Sector. References should be current and preferably demonstrate Zimbra systems with over 1,000 email accounts.
Kip DeGraaf
System Planner
Ann Arbor District Library
[email protected]
(734) 327-4200
343 South Fifth Ave, Ann Arbor, MI 48104
Brian Cooper
Information Services Manager
City of Cuyahoga Falls
2310 Second Street
Cuyahoga Falls, Ohio 44221
330-971-8163
Mark Hostetler
Vice President - Information Management
EK Health
Phone: 877-861-1595 Ext 231
Fax: 408-973-2508
[email protected]
Joseph Cavallaro
IT Director
ARC Excess & Surplus, LLC
113 S. Service Road
Jericho, NY 11753
D-516-408-5769
F-516-747-0042
[email protected]
Angie Michelini
Technology Services Manager
The Library Network
41365 Vincenti Court, Novi, MI 48375
Helpdesk: 248.536.3100 x134
Office: 248.536.3100 x144
Direct: 248.716.5583
Docusign Envelope ID: 41FF0046-1517-4041-BC6A-8D9E8EDF0311